Common use of Successor Agents Clause in Contracts

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any (a) Each of the Administrative Agent and Collateral Agent may resign at any time by giving written notice thereof to notifying the Lenders other Agent, the Lenders, the Letter of Credit Issuers and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the BorrowerCollateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such approval collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of the Borrower (not to be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000withheld) appoint successor Agents as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent under this Agreementacting as an Agent.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower Representative or the Requisite Lenders, in each case, at any time by giving ten days’ written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofRepresentative. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor AgentAgent that is not a Disqualified Lender, which successor Agent (unless a Designated Event of Default has occurred and is continuing at the time of such appointment) shall be approved subject to approval by the Borrower, such Borrower Representative (which approval shall not to be unreasonably withheld or delayedif such successor Agent is a commercial bank with a combined capital and surplus of at least $1.0 billion, and otherwise may be withheld in the Borrower Representative’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent that is not a Disqualified Lender, which shall be approved subject to approval by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under Borrower Representative in accordance with the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000preceding sentence. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Requisite Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrowers shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. If within 45 30 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (c) the Required Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Agent that is not a Disqualified Lender as provided above; provided, however, that any removal of any Agent shall not become effective until (i) such Agent or its Affiliates shall have been replaced as Swing Line Lender and L/C Issuer, and (ii) all fees and other amounts due and owing hereunder to such Agent, Swing Line Lender and L/C Issuer shall have been paid in full. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Participants, the Issuers and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofApplicants. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders Requisite Participants shall have the right right, in consultation with the Applicants, to appoint a successor Agentsuccessor, which successor Agent shall be approved by a bank (other than a Defaulting Participant), or an Affiliate of any such bank (such successor, the Borrower, such approval not to be unreasonably withheld or delayed“Successor Agent”). If no successor Agent shall have been so appointed by the Required Lenders, Requisite Participants and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, may on behalf of the LendersParticipants and the Issuers, appoint a successor Agent, which shall be approved by Administrative Agent meeting the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under qualifications set forth above; provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Administrative Agent shall succeed to notify the Applicants and the Participants that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of or for the benefit of the Participants or the Issuers under any of the Credit Documents. If within 45 days after written notice , the retiring Administrative Agent shall continue to hold such collateral security and the rights and obligations under the Parallel Debt until such time as a successor Administrative Agent is given appointed and all rights and obligations of the retiring Administrative Agent under the Parallel Debt have been assigned and assumed by such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent (other than, for the avoidance of doubt, with respect to the Parallel Debt) shall instead be made by or to each applicable Participant and each applicable Issuer directly, until such time as the Requisite Participants appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s resignation appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties (including all rights and obligations with respect to the Parallel Debt) of the retiring (or removal under this Section 7.06 no successor retired) Administrative Agent, and the retiring Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in this paragraph). Each party to the Collateral Documents governed by Dutch law shall enter into any documents as reasonably necessary or reasonably requested by the successor Collateral Agent to ensure that the successor Collateral Agent shall have substantially the same rights and (c) obligations under the Required Lenders Collateral Documents governed by Dutch law as it would have had if such successor had been an original party thereto. The fees payable by the Applicants to a successor Administrative Agent shall thereafter perform all duties of be the same as those payable to its predecessor unless otherwise agreed between the Applicants and such successor. After the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Credit Documents, the provisions of this Article VII X and Sections 11.3 and 11.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was Agent under this Agreementacting as Administrative Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower BMCA and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofthereof (other than obligations resulting from its gross negligence or willful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAdministrative Agent with, which successor Agent unless an Event of Default shall have occurred and be approved by continuing, the consent of the Borrower, such approval which consent shall not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor AgentAdministrative Agent with, which unless an Event of Default shall have occurred and be approved by continuing, the consent of the Borrower, such approval which consent shall not be unreasonably withheld or delayed, and which shall be a commercial bank organized under under, or having a branch authorized to operate under, the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAdministrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent, which shall be approved by Agent meeting the Borrowerqualifications set forth above. Whether or not a successor has been appointed, such approval not be unreasonably withheld or delayed, and resignation shall be a commercial bank organized under become effective at the laws end of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000such 30 day period. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Any The Administrative Agent may resign or, (a) if it or a controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving ten (10) days’ written notice thereof to the Lenders and the Borrower and may be or (b) removed at any time with or without cause by the Required Requisite Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Agent, Administrative Agent that is not a Disqualified Person which successor Administrative Agent (unless an Event of Default has occurred and is continuing at the time of such appointment), shall be approved subject to approval by the Borrower, such Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Administrative Agent is a commercial bank with a combined capital and surplus of at least $5,000,000,000 and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAdministrative Agent that is not a Disqualified Person, which shall be approved subject to approval by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under Borrower in accordance with the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000preceding sentence. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral AgentTrustee, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Requisite Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Administrative Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. If within 45 30 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 7.06 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (c) the Required Requisite Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent that is not a Disqualified Person as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of Holdings (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by UBSCitibank, X.XX, Stamford Branch. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Any The Administrative Agent may resign as the Administrative Agent upon at any time by giving least thirty (30) days’ prior written notice thereof to the Lenders and the Borrower and Borrower. If the Administrative Agent is in material breach of its obligations hereunder as Administrative Agent, then the Administrative Agent may be removed as the Administrative Agent at any time with or without cause by the request of the Required Lenders; provided. If at any time, however, that any removal of the Administrative Agent will not is a Defaulting Lender, the Administrative Agent may be effective until it has also been replaced removed as Collateral the Administrative Agent and released from all hereunder by the Borrower upon fifteen (15) days’ notice to the Lenders. Such removal shall take effect upon the appointment of its obligations in respect thereofa successor Administrative Agent as provided below. Upon receipt of any such notice of resignation or upon such removal, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which successor Agent agent shall be approved (a) a bank with an office in the United States or an Affiliate of any such bank with an office in the United States, and (b) consented to by the Borrower, such approval Borrower at all times other than during the existence of an Event of Default under Section 9.01(f) or (g) (which consent of the Borrower shall not to be unreasonably withheld or delayed). 710 If no successor Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf after consulting with the Lenders and with the consent of the Lenders, appoint a successor Agent, Borrower (which consent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and provided that the Borrower’s consent shall not be required during the existence of an Event of Default under Section 9.01(f) or (g)), a successor agent, which shall be a commercial bank organized under the laws of with an office in the United States or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, such bank with an office in the case of a successor Collateral AgentUnited States, upon from among the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementLenders.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of Holdings (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by Citibank, N.A. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Any The Administrative Agent or the Documentation Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Documentation Agent, which successor Agent shall be approved by as the case may be, with the approval of the Borrower, such approval not to be unreasonably withheld or delayedwithheld. If no successor Administrative Agent or Documentation Agent, as the case may be, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's or Documentation Agent's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent or Documentation Agent, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by with the approval of the Borrower, such approval not to be unreasonably withheld withheld, appoint a successor Administrative Agent or delayedDocumentation Agent, and as the case may be, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as Administrative Agent or Documentation Agent hereunder by a successor Administrative Agent andor Documentation Agent, in as the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementbe, such successor Administrative Agent or Documentation Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent or Documentation Agent, and the retiring Administrative Agent or Documentation Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Administrative Agent’s 's or Documentation Agent's resignation or removal hereunder as Administrative Agent shall have become effectiveor Documentation Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Documentation Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and the Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and the Parent Borrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Parent Borrower (not to be unreasonably withheld withheld, delayed or delayedconditioned) so long as no Event of Default under Sections 11.1 or 11.5 (solely with respect to a Borrower) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of its resignation or (the Required Lenders’ removal of the retiring Agent“Resignation Effective Date”), then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above (including receipt of the Parent Xxxxxxxx’s consent); provided that, which if the Administrative Agent or the Collateral Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective at the expiration of such 30 day period. With effect from the Resignation Effective Date, (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such Collateral as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in or the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given Except as provided above, any resignation of Citi as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation of Citi as the Collateral Agent. The fees payable by Holdings or the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or the Borrowers and such successor. After the retiring Agent’s resignation or removal hereunder and under the other Credit Documents, this Section 7.06 no successor Agent 12 (including Section 12.7) and Section 13.5 shall have been appointed and shall have accepted continue in effect for the benefit of such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties sub-agents and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties their respective Related Parties in respect of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent under this Agreementacting as an Agent.

Successor Agents. Any The Administrative Agent may resign ---------------- at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which the Agent has resigned or been removed, which successor Agent subject, so long as no Default shall have occurred and be approved by continuing, to the Borrowerconsent of Crompton Corp., such approval consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which subject, so long as no Default shall have occurred and be approved by continuing, to the Borrowerconsent of Crompton Corp., such approval consent not to be unreasonably withheld or delayed, and which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection all of the Liens granted or purported to be granted by the Pledge AgreementFacilities, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 7.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted payments by the Borrowers in respect of such appointmentFacilities, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.. Great Wolf Senior Secured Revolving Credit Facility

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Administrative Agent’s 's resignation or removal shall become effective, (bii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. (a) Any Agent of the Agents may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders other Bank Parties and the Borrower Borrower, such resignation to be effective on the date specified in such notice, and on such date, the resigning Agent shall be automatically discharged from its duties under this Agreement and the Related Documents without requirement of any further action by such resigning Agent. Any of the Agents may be removed at any time with or without cause by the Required Lenders; providedBanks, howevergiving ten (10) days' prior written notice thereof to the Agent, that any the other Bank Parties and the Borrower, such removal of the Administrative Agent will not to be effective until it has also been replaced as Collateral on the date specified in such notice and, on such date, the removed Agent shall be automatically discharged from its duties under this Agreement and released from all the Related Documents without requirement of its obligations in respect thereofany further action by such removed Agent, the other Bank Parties or the Borrower. Upon any such resignation or removalremoval of an Agent, the Required Lenders Banks shall have the right to appoint a successor Agent; provided, which however, that, so long as no Event of Default or Potential Default hereunder shall have occurred and be continuing, any such appointment of a successor Agent shall be approved by subject to the Borrower, such approval prior written consent of the Borrower not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring resigning Agent’s giving of 's notice of resignation or the Required Lenders’ removal removed Agent's notice of the retiring Agentremoval, then the retiring Agent mayresigning or removed Agent, on behalf of the Lendersother Bank Parties may, but shall not be obligated to, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld either a Bank or delayed, and shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of at least $250,000,0001,000,000,000; provided, however, that so long as no Event of Default or Potential Default shall have occurred and be continuing or shall exist, any such appointment of a successor Agent shall be subject to the prior consent of the Borrower not to be unreasonably withheld. Upon the acceptance appointment of any appointment as Agent hereunder by a successor Agent and, in the case and acceptance by such successor Agent of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementits appointment, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring former Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of an Agent, and the retiring such Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal as such under this Section 7.06 no successor Agent shall have been appointed Agreement and shall have accepted such appointmentthe Related Documents, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, but the provisions of this Article VII Agreement and the Related Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If and for so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by such Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to such Agent shall be given to each other Bank Party, all payments to be made to such Agent shall be made directly to the Bank Party for whose account such payment is required to be made, and any and all interests granted to such Agent for the benefit of the Bank Parties under this Agreementany of the Security Documents shall be deemed to have been granted to the other Bank Parties.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent; provided that, which so long as no Default or Event of Default has occurred and is continuing, the Borrower's approval of such successor Agent shall be approved by the Borrower, required (such approval not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus TODCO - Omnibus Credit Agreement 77 of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Vessel Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. It is understood and agreed that no Competitor shall qualify or be appointed as a successor Agent under this Section 8.06.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalresignation, the Required Lenders with the consent of the Borrower (not to be unreasonably withheld) shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersLender Parties, with the consent of the Borrower (not to be unreasonably withheld) appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the Borrowers so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor Agentsuccessor, which successor Agent shall be approved by a bank with an office in the BorrowerUnited States, or an Affiliate of any such approval not to be unreasonably withheld or delayedbank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent, which shall be approved by Agent meeting the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under qualifications set forth above; provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor retiring Agent shall succeed to notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of the retiring Agent, and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. If within 45 days after written notice is given Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Agent’s resignation or removal under this Section 7.06 no successor Collateral Agent shall have been appointed continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and shall have accepted (2) all payments, communications and determinations provided to be made by, to or through such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon instead be discharged from its duties made by or to each Lender and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Loan Documents, the provisions of this Article VII VIII and Section 9.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by Citibank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Any Administrative Agent or Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and Bxxxxxxx. Administrative Agent or Collateral Agent may be removed at any time involuntarily only for a material breach of its duties and obligations hereunder or under the other Financing Documents or for gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with the performance of its duties hereunder or without cause by under the other Financing Documents and then only upon the affirmative vote of the Required Lenders; provided, however, that any removal Lenders (excluding such Agent from such vote and such Agent’s Proportionate Share of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released Commitment from all the amounts used to determine the portion of its obligations in respect thereofthe Commitment necessary to constitute the required Proportionate Share of the remaining Lenders). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable, with the consent of Borrower (unless an Event of Default shall have occurred and be continuing), which successor Agent consent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayedwithheld. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed by the Required Lenders, and such successor shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s or Collateral Agent’s, as applicable, giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent or retiring Collateral Agent, then as applicable, the retiring Administrative Agent or the retiring Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be approved by the Borrowera then-existing Lender, such approval not if any Lender shall be unreasonably withheld or delayedwilling to serve, and otherwise shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least One Hundred Million Dollars ($250,000,000100,000,000) and approved by Bxxxxxxx (unless an Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld. Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent, as applicable, under the Operative Documents by a successor Administrative Agent andor Collateral Agent, in the case of a as applicable, such successor Administrative Agent or successor Collateral Agent, upon the execution and filing or recording of such financing statementsas applicable, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, and the retiring Administrative Agent or the retiring Collateral Agent, as applicable, shall be discharged from its duties and obligations as Administrative Agent or Collateral Agent, as applicable, only under the Loan Financing Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Administrative Agent’s or retiring Collateral Agent’s resignation or removal hereunder as Administrative Agent shall have become effectiveor Collateral Agent, as applicable, the provisions of this Article VII 9 shall inure to its benefit (and its sub-agents and their respective Related Parties) as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, under this Agreementthe Operative Documents.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Company and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 7.06 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Administrative Agent’s resignation or removal shall become effective, (bii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Administrative Agent as to such of the Facilities as to which successor the Administrative Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no 106 successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in as to all of the case of a successor Collateral Agent, Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s Administrative Agent as to such Facilities, other than with respect to funds, transfers and other similar aspects of the administration of borrowings under such Facilities, issuance of Letters of Credit (notwithstanding any resignation or removal under this Section 7.06 no successor as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of Holdings (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. 180 Any resignation by Xxxxx Fargo Bank, National Association as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. (a) Any Agent may resign at any time (a "Retiring Agent") by giving written notice thereof to the Lenders Lenders, the other Agents and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor for the Retiring Agent (a "Successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed"). If no successor Successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of Retiring Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Retiring Agent may, on behalf of the Lenders, appoint a successor Successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld a Lender or delayed, and shall be a any other commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000; provided that if the Collateral Agent is removed pursuant to Section 9.10(c) and if the Administrative Agent is also the Collateral Agent, then the Administrative Agent shall have the absolute right to resign as Administrative Agent immediately upon 3 days notice, and such resignation shall become effective, regardless of whether a Successor Agent has been appointed and shall have no obligation to appoint a Successor Agent. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Successor Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Retiring Agent, and the retiring Retiring Agent shall be discharged from its duties and obligations under hereunder; provided that if the Loan Documents. If within 45 days after written notice is given of Administrative Agent resigns as Administrative Agent pursuant to the retiring Agent’s resignation or removal under this Section 7.06 no successor proviso in the previous sentence, then the Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under hereunder immediately upon the Loan Documents and (c) the Required Lenders shall thereafter perform all duties expiry of the retiring Agent under the Loan Documents until 3 day period referred to in such time, if any, as the Required Lenders appoint a successor Agent as provided aboveproviso. After any retiring Agent’s resignation or removal hereunder Retiring Agent resigns as an Agent shall have become effectivehereunder, the provisions of this Article VII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementone of the Agents.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of Holdings (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by Wxxxx Fargo Bank, National Association as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Any The Agent may resign at any time by giving ---------------- written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; providedLenders or, howeverso long as no Default exists, that any removal of by the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrowers. Upon any such resignation or removal, the Required Lenders shall have the right right, upon five (5) days' notice and approval by the Borrowers (which approval shall not be unreasonably withheld), to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then then, upon five (5) days' notice and approval by the Borrowers (which approval shall not be unreasonably withheld), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be approved by a bank which maintains an office in the Borrower, such approval not be unreasonably withheld United States or delayed, and shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, notices as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall will succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall will be discharged from its duties and obligations under the Loan Credit Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit 97 92 (notwithstanding any resignation or removal under this Section 7.06 no successor as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. In no event shall the Loan Documents and (c) the Required Lenders shall thereafter perform all duties resignation or removal of the retiring Administrative Agent under be effective unless and until a replacement Administrative Agent shall have accepted its appointment in accordance with the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveprovisions of Article VII. After any retiring Agent’s 's resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall appointment shall, provided that no Default has occurred and is continuing, be approved by subject to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign as to the Facility at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to the Facility at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent as to the Facility with the consent of the Borrower (which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld and which shall not be required if a Default has occurred or delayedis continuing). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, with the consent of the Borrower (which shall not be unreasonably withheld and which shall not be required if a Default has occurred or is continuing), appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000U.S.$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in as to the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementFacility, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as the Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by in consultation with the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided, however, that in no event shall any Defaulting Lender be appointed as such successor Agent. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any (a) Subject to the terms of this Section 11.05(a), each Agent may resign at any time by giving written may, upon thirty days’ notice thereof to the Lenders and the Borrower and may be removed at any time with Borrower, resign as Facility Agent or without cause by Collateral Agent, as applicable. If the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all shall be in material breach of its obligations in respect thereof. Upon any such resignation or removalhereunder, the Required Controlling Lenders may, following a period of fifteen days during which the Collateral Agent may cure such breach, remove the Collateral Agent upon notice to the Borrower, the Portfolio Manager, the Lenders and the Agents. If the Collateral Agent shall have resign or be removed pursuant to this Section 11.05(a), then the right to Facility Agent (at the direction of the Controlling Lenders), during such thirty- or fifteen-day period (as applicable), shall appoint a successor Agentagent. If the Facility Agent shall resign or be removed pursuant to this Section 11.05(a), which then the Controlling Lenders, during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment during such thirty- or fifteen-day period (as applicable) (the last day of such period, the “Appointment Cut-off Date”), such Agent may appoint a successor Agent or petition a court of competent jurisdiction for the appointment of a successor. Unless an Event of Default has occurred and is continuing, no successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayeda Portfolio Manager Competitor. If no The appointment of any successor Agent pursuant to this Section 11.05(a) shall have been so appointed by be subject to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal prior written consent of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Borrower (which consent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and be continuing, (ii) if such assignee is a Lender or an Affiliate of such Agent or any Lender (in each case, that is not a Portfolio Manager Competitor); or (iii) for any reason no successor has been appointed within thirty (30) days after the relevant Appointment Cut-off Date and the Borrower has theretofore not entered into an agreement in principle with a potential successor that would be qualified to act as such Agent hereunder. Any resignation or removal of an Agent pursuant to this Section 11.05(a) shall be effective upon the appointment of a commercial bank organized under the laws of the United States or of any State thereof successor Agent pursuant to this Section 11.05(a) and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of such appointment by such successor. After the effectiveness of any appointment retiring Agent’s resignation hereunder as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day other Facility Documents (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from but not in its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such timecapacity as a Lender, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, applicable) and the provisions of this Article VII XI and Section 11.05(a) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement.Agreement and under the other Facility Documents. 127

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving written as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the such Person remove such Person as Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations and, in respect thereofconsultation with the Borrower, appoint a successor. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Collateral Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders. In any case, such appointment shall be approved by subject to the Borrower, such prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed, and shall not be a commercial bank organized under required upon the laws occurrence and during the continuance of the United States or an Event of any State thereof and having a combined capital and surplus of at least $250,000,000Default). Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted After such appointmentresignation, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon continue to have the benefit of this ARTICLE IX as to any actions taken or omitted to be discharged taken by it while it was an Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its duties appointment as successor Agent hereunder, the Person acting as such successor Agent shall succeed to all the rights, powers and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under (and, if applicable, L/C Issuer and Swing Line Lender) and the Loan Documents until respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” and “Collateral Agent” shall mean such timesuccessor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Agent as provided abovetime of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as Administrative Agent shall have become effectiveor Collateral Agent, as applicable, the provisions of this Article VII ARTICLE IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation or the removal of the Administrative Agent, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower BorrowersBorrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right (with the consent of the BorrowersBorrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the BorrowersBorrower), and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other Credit Agreement NYDOCS01/1760806.13 [Different first page setting changed from off in original to on in modified.]. instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the BorrowersBorrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall appointment shall, provided that no Default has occurred and is continuing, be approved by subject to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Letter of Credit Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by with the Borrower, approval of the Borrower (such approval not to be unreasonably withheld withheld) to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and the Ship Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and AMERICAS/2023095923.12023095923.18 181 Credit Agreement payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII VII9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and the Borrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the Borrower so long as no Specified Event of Default is continuing, to appoint a successor Agentsuccessor, which successor Agent shall be approved by a bank with an office in the BorrowerUnited States, or an Affiliate of any such approval not to be unreasonably withheld or delayedbank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Agent, which shall be approved by Agent meeting the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under qualifications set forth above; provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor retiring Agent shall succeed to notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of the retiring Agent, and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given other Credit Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Agent’s resignation or removal under this Section 7.06 no successor Collateral Agent shall have been appointed continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and shall have accepted (2) all payments, communications and determinations provided to be made by, to or through such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon instead be discharged from its duties made by or to each Lender and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties Letter of the retiring Agent under the Loan Documents Credit Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Credit Documents, the provisions of this Article VII Section 13 (including Section 13.7) and Section 14.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Any The Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent with the consent of the Borrower (such consent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement; provided, however, that the provisions of Section 7.05 shall continue to enure for the benefit of the retiring Agent with respect to any matter arising out of facts or circumstances prior to such resignation or removal.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of Holdings (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Collateral Agent on behalf of the United States Lenders or the Letter of Credit Issuer under any State thereof of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and having (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation by UBS AG, Stamford Branch as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Any Subject to the appointment and acceptance of a successor Administrative Agent, Documentation Agent, Environmental and Social Agent, Technical Agent, Onshore Collateral Agent, or Offshore Collateral Agent, as applicable, as provided below, the relevant Agent may may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalresignation, the Required Lenders Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Agent is an Affiliate or Subsidiary of such Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Agent, which successor Agent who shall be approved by one of the Borrower, Lenders unless none of the Lenders wishes to accept such approval not to be unreasonably withheld or delayedappointment. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Agent’s giving time of notice of resignation or the Required Lenders’ removal of the retiring Agentsuch resignation, then the retiring Agent may, on behalf of the LendersFinance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Agent, Agent which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a which has combined capital and surplus reserves in excess of at least $250,000,000. Subject to the appointment and acceptance of a successor Administrative Agent, Documentation Agent, Environmental and Social Agent, Technical Agent, or Onshore Collateral Agent, or Offshore Collateral Agent, as applicable, as provided below, the relevant Agent shall, upon notice from the Majority Lenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at the time specified in the aforementioned notice. Upon any such resignation, the Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Agent is an Affiliate or Subsidiary of such Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not otherwise in its capacity as a Finance Party) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given any of the retiring Agent’s other Credit Documents (in its capacity as Agent but not otherwise in its capacity as a Finance Party). After the resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the hereunder of any retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII ARTICLE 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. If no successor Agent under this Agreementshall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the applicable Agent or the Majority Lenders may apply to any court of competent jurisdiction, at the expense of the Borrower, to appoint a successor to the applicable Agent to act until such time, if any, as a successor Agent shall have been appointed as above provided. Any successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed by the Majority Lxxxxxx as above provided. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clauses (d) through (g) of the definition thereof, the Majority Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving written as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice thereof to the Lenders and the Borrower and if any Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If any Agent resigns under this Agreement or is removed at any time with or without cause by the Borrower, the Required Lenders; provided, howeversubject to the consent of the Borrower (such consent not to be unreasonably withheld, that any conditioned or delayed) at all times other than after the occurrence and during the existence of an Event of Default under clause (f) or (g) of Section 8.01, shall appoint a successor Agent. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent will not be effective until it has also been replaced or the Collateral Agent, as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalapplicable, the Administrative Agent, in the case of a resignation and in consultation with the Borrower, and the Borrower, in the case of a removal and in consultation with the Required Lenders shall have the right to Lenders, may appoint a successor Agent, which . Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor shall succeed to all the rights, powers and duties of the retiring Agent (other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement) and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as the case may be, shall be approved by terminated. After the Borrowerretiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder, such approval not the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be unreasonably withheld taken by it while it was the Administrative Agent or delayedCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent shall have been so appointed or the Collateral Agent, as applicable, by the Required Lenders, and shall have accepted such appointment, within 30 date which is thirty (30) days after following the retiring Agent’s giving of notice of resignation or ten (10) days following the Required Lenders’ removal Borrower’s notice of removal, as applicable, the retiring Agent’s resignation shall nevertheless thereupon become effective and all payments, then communications and determinations provided to be made by, to or through the retiring Administrative Agent mayor Collateral Agent, on behalf of as applicable, shall instead be made by, to or through the LendersRequired Lenders until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders or the Borrower may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, such the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective’s, the provisions of this Article VII IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreementor the Collateral Agent, as applicable.

Successor Agents. Any The Agent may resign at any ________________ time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointmentappoint- ment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any An Agent may resign at any time by giving at least thirty (30) days' prior written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal all of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofLenders other than the Lender being removed. Upon any such resignation or removal, all of the Required Lenders (other than any Lender that has been removed as an Agent) and the Borrowers, if not then in material Default, shall have the right to appoint a successor Agent. If an Agent is being removed, which the notice of removal shall include the designation of a successor Agent shall be approved by the Borrower, such approval other Lenders and by the Borrowers if the Borrowers are not to be unreasonably withheld or delayedthen in material Default. If an Agent shall have given notice of its resignation Credit Agreement and within thirty (30) days after the giving of such notice no successor Agent shall have been so appointed by the Required Lenders, other Lenders and the Borrowers (or solely by the other Lenders if the Borrowers are then in material Default) and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of both the Lenders, Lenders and the Borrowers appoint a successor Agent to such Agent, which 's capacity. In no event shall the term of any Agent end until the successor Agent has been appointed and shall have accepted such appointment. Any successor Agent shall be approved by one of the Borrower, such approval not be unreasonably withheld Lenders or delayed, and shall be a commercial bank financial institution organized under the laws Laws of the United States U.S. (or of any State thereof and thereof) or a U.S. branch or agency of a commercial banking institution, in either case having a combined capital and surplus of at least five hundred million dollars ($250,000,000500,000,000) or being a wholly owned subsidiary of a financial institution that on a consolidated basis has combined capital and surplus of at least five hundred million dollars ($500,000,000). Upon the successor Agent's acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementhereunder, such successor Agent shall be entitled to receive from the retiring or removed Agent such documents of transfer and assignment as such successor Agent reasonably may request, and thereupon shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectivean Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving thirty (30) Business Days' prior written notice thereof to the Lenders other Secured Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofRepresentative. Upon any such resignation or removalof an Agent, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent which, so long as there is no Event of Default that has occurred and is continuing under Section 12.1 or Section 12.5 (with respect to CGI Borrower), shall be approved by subject to the Borrower, such approval of the Borrower Representative (whose approval in any event shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and Lenders and/or none shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lendersother Secured Parties, appoint a successor Agent, Agent which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank (or Affiliate thereof) organized as a Schedule I or Schedule II bank under the Bank Act (Canada), or under the laws of the United States of America or of any State thereof state thereof, and having a combined capital and surplus of at a least $250,000,0001,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Borrower Representative (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal this Agreement (other than under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above14.16). After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectivesuch Agent, the provisions of this Article VII 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Notwithstanding anything to the contrary contained herein, any Letter of Credit Issuer or the Swingline Lender may, upon thirty (30) days' prior written notice to the Borrower Representative and the Lenders, resign as a Letter of Credit Issuer or the Swingline Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant Letter of Credit Issuer or the Swingline Lender shall have identified a successor Letter of Credit Issuer or Swingline Lender reasonably acceptable to the Borrower Representative willing to accept its appointment as successor Letter of Credit Issuer or Swingline Lender, as applicable. In the event of any such resignation of a Letter of Credit Issuer or the Swingline Lender, the Borrower Representative shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Letter of Credit Issuer or Swingline Lender hereunder; provided that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of the relevant Letter of Credit Issuer or the Swingline Lender, as the case may be, except as expressly provided above. If a Letter of Credit Issuer resigns as a Letter of Credit Issuer, it shall retain all the rights and obligations of a Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as a Letter of Credit Issuer and all Obligations with respect thereto (including the right to require the Lenders to make Prime Rate Loans, ABR Loans, European Base Rate Loans or fund risk participations in Letters of Credit). If the Swingline Xxxxxx resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make ABR Loans, Prime Rate Loans, European Base Rate Loans or fund risk participations in outstanding Swingline Loans.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Letter of Credit Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by with the Borrower, approval of the Borrower (such approval not to be unreasonably withheld withheld) to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any The Agent may resign at any time by ---------------- giving written notice thereof to the Lenders and Lender Parties, the Borrower and NGP and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent (which successor Agent shall shall, so long as no Event of Default has occurred and is continuing, be approved by the BorrowerBorrower and NGP, such approval not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor AgentAgent (which successor Agent shall, which shall so long as no Event of Default has occurred and is continuing, be approved by the BorrowerBorrower and NGP, such approval not to be unreasonably withheld or delayedwithheld), and which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statementsagreements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue evidence the perfection succession of the Liens granted or purported to be granted by the Pledge Agreementsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Collateral Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders and Secured Parties (or, as to any Secured Parties for which a Representative is acting, to such Representative), with a copy of such notice to the Borrower and Company. The Collateral Agent may be removed at any time with or without for cause by the Required Lenders; provided, however, that any removal of Majority Debentureholders by written notice thereof to the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all the other Secured Parties at least 10 business days prior to the effective date of its obligations in respect thereofsuch removal. Upon any such resignation or removal, the Required Lenders Majority Debentureholders shall have the right to appoint a successor Agent, to the Collateral Agent with the prior written consent of the Company (which successor Agent consent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayedwithheld). If no successor Collateral Agent shall have been so appointed by the Required Lenders, and Majority Debentureholders or shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of notice of resignation or notice of removal, as the Required Lenders’ removal of the retiring Agentcase may be, then the retiring resigning or removed Collateral Agent may, on behalf of the LendersSecured Parties with the prior written consent of the Company (which consent shall not be unreasonably withheld), appoint a successor Collateral Agent. If the resigning or removed Collateral Agent does not appoint a successor Collateral Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and Company may appoint a successor Collateral Agent. Any successor Collateral Agent shall be a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000. The Collateral Agent may be, but is not required to be, the Debenture Trustee under the Indenture. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring resigning or removed Collateral Agent, and the retiring resigning or removed Collateral Agent shall be discharged from its duties and obligations hereunder (and under the Loan other Financing Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveapplicable). After any retiring resigning or removed Collateral Agent’s 's resignation or removal hereunder as Agent shall have become effectiveCollateral Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementa Collateral Agent.

Successor Agents. Any Agent may resign as to all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent (subject to the Borrower's approval (at any time when no Event of Default has occurred and is continuing), which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties (subject to the Borrower's approval (at any time when no Event of Default has occurred and is continuing), which shall not be unreasonably withheld or delayed), appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State state thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it (or its Affiliate) has also been replaced as Collateral Agent an Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Agent appointment shall, provided that no Default or Event of Default shall have occurred and be approved by continuing, be subject to the consent of the Borrower, such approval consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent andUPON THE ACCEPTANCE OF ANY APPOINTMENT AS THE ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR ADMINISTRATIVE AGENT, in the case of a successor Collateral AgentAND UPON THE EXECUTION AND FILING OR RECORDING OF SUCH FINANCING STATEMENTS, upon the execution and filing or recording of such financing statementsOR AMENDMENTS THERETO AND SUCH OTHER INSTRUMENTS OR NOTICES, or amendments theretoAS MAY BE NECESSARY OR DESIRABLE, and such other instruments or noticesOR AS THE REQUIRED LENDERS MAY REQUEST, as may be necessary or desirableIN ORDER TO CONTINUE THE PERFECTION OF THE LIENS GRANTED OR PURPORTED TO BE GRANTED BY THIS AGREEMENT, or as the Required Lenders may requestSUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementPOWERS, such successor Agent shall succeed to and become vested with all the rightsDISCRETION, powersPRIVILEGES AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT, discretionAND THE RETIRING ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS. IF WITHIN 45 DAYS AFTER WRITTEN NOTICE IS GIVEN OF THE RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL UNDER THIS SECTION 8.06 NO SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN APPOINTED AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day THEN ON SUCH 45TH DAY (aI) the retiring Agent’s resignation or removal shall become effectiveTHE RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL SHALL BECOME EFFECTIVE, (bII) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and THE RETIRING ADMINISTRATIVE AGENT SHALL THEREUPON BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS AND (cIII) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such timeTHE REQUIRED LENDERS SHALL THEREAFTER PERFORM ALL DUTIES OF THE RETIRING ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS UNTIL SUCH TIME, if anyIF ANY, as the Required Lenders appoint a successor Agent as provided aboveAS THE REQUIRED LENDERS APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED ABOVE. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveAFTER ANY RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL HEREUNDER AS THE ADMINISTRATIVE AGENT SHALL HAVE BECOME EFFECTIVE, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementTHE PROVISIONS OF THIS ARTICLE IX SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (except in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents Documents, and except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. Notwithstanding the foregoing, in no event shall any Defaulting Lender be permitted to become a successor Agent or successor Collateral Agent.

Successor Agents. Any Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Xxxxxxx and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agentright, which successor Agent shall be approved by with the Borrower, consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. 116 If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, Borrower (such approval consent not to be unreasonably withheld or delayed), and appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementsuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If within 45 days after written notice is given of After the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectivehereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreementacting as an Administrative Agent.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Credit Agreement Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right (with the consent of the Borrowers, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrowers), and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lenders and Lenders, the Borrower and may be removed at any time other Agent, and, unless a Default or Event of Default then exists, the Borrower, effective upon appointment of a successor Agent, or in accordance with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofSection 9.9(b) below. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which successor Agent agent shall be approved a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower, such Borrower (which approval shall not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders, Lenders with such consent of the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by Lenders and with the Borrower, consent of the Borrower (such approval consent not to be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by ) appoint a successor Administrative Agent and, in the case of a successor and/or Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders case may requestbe, in order to continue with the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided qualifications set forth above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving written as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice thereof to the Lenders and the Borrower and if any Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If any Agent resigns under this Agreement or is removed at any time with or without cause by the Borrower, the Required Lenders; provided, howeversubject to the consent of the Borrower (such consent not to be unreasonably withheld, that any conditioned or delayed) at all times other than after the occurrence and during the existence of an Event of Default under clause (f) or (g) of Section 8.01, shall appoint a successor Agent. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent will not be effective until it has also been replaced or the Collateral Agent, as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalapplicable, the Administrative Agent, in the case of a resignation and in consultation with the Borrower, and the Borrower, in the case of a removal and in consultation with the Required Lenders shall have the right to Lenders, may appoint a successor Agent, which . Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor shall succeed to all the rights, powers and duties of the retiring Agent (other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement) and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as the case may be, shall be approved by terminated. After the Borrowerretiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder, such approval not the provisions of this Article IX and the provisions of Sections 10 .04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be unreasonably withheld taken by it while it was the Administrative Agent or delayedCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent shall have been so appointed or the Collateral Agent, as applicable, by the Required Lenders, and shall have accepted such appointment, within 30 date which is thirty (30) days after following the retiring Agent’s giving of notice of resignation or ten (10) days following the Required Lenders’ removal Borrower’s notice of removal, as applicable, the retiring Agent’s resignation shall nevertheless thereupon become effective and all payments, then communications and determinations provided to be made by, to or through the retiring Administrative Agent mayor Collateral Agent, on behalf of as applicable, shall instead be made by, to or through the LendersRequired Lenders until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders or the Borrower may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, such the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective’s, the provisions of this Article VII IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreementor the Collateral Agent, as applicable.

Successor Agents. Any Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Xxxxxxx and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agentright, which successor Agent shall be approved by with the Borrower, consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, Borrower (such approval consent not to be unreasonably withheld or delayed), and appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementsuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If within 45 days after written notice is given of After the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectivehereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreementacting as an Administrative Agent.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by with the Borrower, approval of the Borrower (such approval not to be unreasonably withheld withheld) to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, Amended and Restated KCSR Credit Agreement issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving ten [REDACTED – Time Period] written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Agent, Agent that is not a Disqualified Person which successor Agent (unless an Event of Default has occurred and is continuing at the time of such appointment), shall be approved subject to approval by the Borrower, such Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Agent is a commercial bank with a combined capital and surplus of at least [REDACTED – Dollar Amount]and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days [REDACTED – Time Period] after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent that is not a Disqualified Person, which shall be approved subject to approval by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under Borrower in accordance with the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000preceding sentence. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Requisite Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. If within 45 days [REDACTED – Time Period] after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 9.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day [REDACTED – Time Period] (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (c) the Required Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Agent that is not a Disqualified Person as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent (which successor Agent shall, provided no Event of Default shall then have occurred and by continuing, be approved by reasonably acceptable to the Borrower, such approval not to be unreasonably withheld or delayedBorrowers). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent (which successor Agent shall, provided no Event of Default shall then have occurred and by continuing, be reasonably acceptable to the Borrowers), which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without Cheniere Credit Agreement cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent with the consent, which successor Agent so long as no Event of Default shall have occurred and be approved by continuing, of the Borrower, such approval consent not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirablenecessary, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentsuccessor, which successor Agent agent shall be approved by (a) subject to the Borrower, such approval consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not to be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor AgentAgent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws Agent on behalf of the United States Lenders or of any State thereof Issuing Banks under and having Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a combined capital successor Agent is appointed) and surplus of at least $250,000,000(b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given of After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under this Agreementthe other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Any The Administrative Agent may (i) resign at any time by giving written as the Administrative Agent upon thirty (30) days’ notice thereof to the Lenders and the Borrower and may (ii) be removed at any time with by a vote of the Required Lenders upon five (5) days’ notice to the Borrower and the Administrative Agent. If the Administrative Agent resigns or without cause is removed under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders, which appointment of a successor agent shall (unless Administrative Agent has been removed by the Required Lenders and the successor agent is a Lender) require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 9.01(a) or (f) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, if no Event of Default under Section 9.01(a), (f) or (g) or Section 9.01(b) (solely in respect of a Default under Section 7.13 which has not been cured by the making of a Specified Equity Contribution within the time period permitted for the making of such contributions) has occurred and is continuing, the Borrower, a successor agent from among the Lenders; provided, however, that any . If no successor agent is appointed prior to the effective date of the removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalby the Required Lenders, the Required Lenders shall have the right to may appoint a successor Agent, which successor Agent shall be approved by agent with the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed); provided, however, that the consent of the Borrower shall not be required if the successor agent is a Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring or removed Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring or removed Administrative Agent resigns or is removed hereunder as the Administrative Agent, the provisions of this Article X and Section 12.04 and Section 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent shall have been so appointed by the date which is (i) thirty (30) days following the retiring Administrative Agent’s notice of resignation or (ii) five (5) days following the Administrative Agent’s removal by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring or removed Administrative Agent’s giving of notice of resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, Lenders appoint a successor Agent, which agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately preceding sentence shall be approved by assume the Borrower, such approval not be unreasonably withheld or delayed, rights and shall be a commercial bank organized under the laws obligations of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000Administrative Agent (including the indemnification provisions set forth in Section 10.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue ensure that the perfection of Guarantee Requirement is satisfied, the Liens granted or purported to be granted by the Pledge Agreement, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges privileges, and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, which successor Agent shall be approved by as the Borrower, such approval not to be unreasonably withheld or delayedcase may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s agent's giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be approved by the Borrower, such approval not be unreasonably withheld a Lender or delayed, and shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent and, in the case of a successor or Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders case may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementbe, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent or Collateral Agent, and as the case may be, and, upon such acceptance of appointment, such retiring Agent agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided abovehereunder. After any retiring Agent’s agent's resignation or removal hereunder as Administrative Agent shall have become effectiveor Collateral Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementor Collateral Agent, as the case may be.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving written may, upon thirty (30) days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; providedBorrower, however, that any removal of the resign as Administrative Agent will not be effective until it has also been replaced or Collateral Agent, as Collateral applicable. If an Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalshall resign, then the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which such Agent may appoint a successor agent. The appointment of any successor Agent shall be approved by subject to the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal prior written consent of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Borrower (which consent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, ); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing (other than with respect to an Ares Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be a commercial bank organized under effective upon the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan other Facility Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which such Agent has resigned or been removed subject, which successor Agent so long as no Default shall have occurred and be approved by continuing, to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the such retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the such retiring Agent, then the such retiring Agent may, on behalf of the LendersLender Parties, appoint a successor AgentAgent subject, which so long as no Default shall have occurred and be approved by continuing, to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayed, and which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and, in as to all of the case of a successor Collateral Agent, Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 7.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted payments by the Borrower in respect of such appointmentFacilities, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any resignation or removal of (i) any Agent will not be effective until a successor Agent has been appointed, and has accepted such appointment, in accordance with this Section 8.06 and (ii) the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and, if applicable, Issuing Lender and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders (with the consent of the Borrower (which shall not be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing) shall have the right to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof with an office in New York, New York and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint (with the consent of the Borrower, if otherwise required) a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agentsuccessor, which successor Agent shall be approved by the Borrowera bank with an office in New York, New York, or an Affiliate of any such approval not to be unreasonably withheld or delayedbank with an office in New York, New York. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Agent, which shall be approved by Administrative Agent meeting the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under qualifications set forth above provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor retiring Administrative Agent shall succeed to notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents. If within 45 days after written notice is given of , the retiring Administrative Agent may continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent’s resignation ) and (2) all payments, communications and determinations provided to be made by, to or removal under this Section 7.06 no successor through such Administrative Agent shall have been appointed and shall have accepted such appointmentinstead be made by or to each Lender directly, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided abovefor above in this paragraph (provided that the retiring Administrative Agent may, in its sole discretion, elect to continue to provide all or a portion of such services it previously provided until such time as a successor Administrative Agent is appointed). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Loan Documents, the provisions of this Article VII Section 9 and Section 11.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was Agent under this Agreementacting as the Administrative Agent.

Successor Agents. Any Agent may resign at At any time from and after the earliest of (a) the occurrence of an Event of Default, (b) GACP II, L.P or any of its Affiliates do not hold any Loans, (c) it becomes illegal or practically impossible for GACP Finance Co., LLC to remain as an Administrative Agent, (d) the Required Lenders vote to remove GACP Finance Co., LLC as the Administrative Agent, GACP Finance Co., LLC shall have the right to resign as the Administrative Agent by giving thirty days’ prior written notice thereof to the Lenders and the Borrower Borrowers, and GACP Finance Co., LLC may be removed at any time the Administrative Agent with or without cause by an instrument or concurrent instruments in writing delivered to the Borrowers and the Administrative Agent and signed by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such notice of resignation or any such removal, the Required Lenders shall have the right right, upon five Business Days’ notice to the Borrowers, to appoint a successor Administrative Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementan applicable successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor all sums, Capital Stock and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor of the security interests created under the Security Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided abovehereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Agent shall have become effectivethe Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit, as well as to the benefit of its sub-agents and their respective Related Parties, as to any actions taken or omitted to be taken by it while it was the Administrative Agent under hereunder. Notwithstanding anything to the contrary in this Agreement, neither any Affiliated Lender (nor any Assignee of any Affiliated Lender) shall be appointed (and such Person shall not accept the appointment) as the Administrative Agent, as a Supplemental Agent (or as an Agent).

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the Borrowers so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor Agentsuccessor, which successor Agent shall be approved by a bank with an office in the BorrowerUnited States, or an Affiliate of any such approval not to be unreasonably withheld or delayedbank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent, which shall be approved by Agent meeting the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under qualifications set forth above; provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor retiring Agent shall succeed to notify the Borrowers and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of the retiring Agent, and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. If within 45 days after written notice is given Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Agent’s resignation or removal under this Section 7.06 no successor Collateral Agent shall have been appointed continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and shall have accepted (2) all payments, communications and determinations provided to be made by, to or through such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon instead be discharged from its duties made by or to each Lender and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Loan Documents, the provisions of this Article VII VIII and Section 9.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. 181 Any resignation by Citibank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Any Each of the Administrative Agent and Collateral Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 10.1 or 10.5 is continuing, to appoint a successor, which shall be a bank or debt investment fund with an office in the United States, or an Affiliate of any such bank or fund with an office in the United States. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent, which shall be approved by Agent meeting the Borrowerqualifications set forth above. Whether or not a successor has been appointed, such approval not be unreasonably withheld or delayed, and resignation shall be a commercial bank organized under become effective at the laws end of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000such 30 day period. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 11.9). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII XI (including Section 11.7) and Section 12.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent under this Agreementacting as an Agent.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time by giving written as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required LendersBorrower; provided, however, provided that any removal of the Administrative Agent will not be effective until it has such resignation by JPMCB shall also been replaced constitute its resignation as Collateral Agent L/C Issuer and released from all of its obligations in respect thereofSwing Line Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or removalClasses shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Collateral Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent , as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, which the Lenders, in the case of the resignation of the Collateral Agent. In any case, such appointment shall be approved by subject to the Borrower, such prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed, and shall not be a commercial bank organized under required upon the laws occurrence and during the continuance of the United States or an Event of any State thereof and having a combined capital and surplus of at least $250,000,000Default). Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted After such appointmentresignation, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon continue to have the benefit of this Article IX as to any actions taken or omitted to be discharged taken by it while it was an Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its duties appointment as successor Agent hereunder, the Person acting as such successor Agent shall succeed to all the rights, powers and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under (and, if applicable, L/C Issuer and Swing Line Lender) and the Loan Documents until respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” and “Collateral Agent” shall mean such timesuccessor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Agent as provided abovetime of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as Administrative Agent shall have become effectiveor Collateral Agent, as applicable, the provisions of this Article VII IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. (a) Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which such Agent has resigned or been removed, which successor Agent shall appointment shall, provided that no Default has occurred and is continuing, be approved by subject to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall Xxxxxxx -- Credit Agreement (80) succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time by giving written may, upon thirty (30) days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; providedBorrower, however, that any removal of the resign as Administrative Agent will not be effective until it has also been replaced or Collateral Agent, as Collateral applicable. If an Agent and released from all of its obligations in respect thereof. Upon any such resignation or removalshall resign, then the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which such Agent may appoint a successor agent. The appointment of any successor Agent shall be approved by subject to the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal prior written consent of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Borrower (which consent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, ); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Material Default or Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be a commercial bank organized under effective upon the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan other Facility Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Any (b) Each of the Administrative Agent and Collateral Agent may resign at any time by giving written notice thereof to notifying the Lenders other Agent, the Lenders, the Letter of Credit Issuers and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be approved discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the BorrowerCollateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such approval collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of the Borrower (not to be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000withheld) appoint successor Agents as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent under this Agreementacting as an Agent.

Successor Agents. Any Agent may resign (and in the case of the Administrative Agent, as to any or all of the Facilities) at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed (in the case of the Administrative Agent, as to any or all of the Facilities) at any time with or without cause by by, in the Required Lenders; provided, however, that any removal case of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations Agent, the Required Working Capital Lenders (in respect thereofof the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) and with respect to any other Agent, the Required Lenders (the Agent so resigning or being removed being the "Retiring Agent"). Upon any such resignation or removal, (i) if the Retiring Agent is the Administrative Agent, the Required Working Capital Lenders (in respect of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) shall have the right to appoint a successor to such Retiring Agent, or (ii) as to any other Agent, the Required Lenders shall have the right to appoint a successor to such Retiring Agent, in each case as to such of the Facilities as to which successor such Retiring Agent shall be approved by has resigned or been removed (the BorrowerLenders described in clause (i) or (ii), such approval not to be unreasonably withheld or delayedas the case may be, being the "Appointing Lenders"). If no successor to such Retiring Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Retiring Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Retiring Agent, then the retiring such Retiring Agent may, on behalf of the Lendersrelevant Lender Parties, appoint a successor to such Retiring Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and(such successor, in the case of a successor Collateral capacity held by the Retiring Agent, being the "Successor Agent") as to all of the relevant Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Appointing Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Retiring Agent, and the retiring Retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Appointing Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such Successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the Retiring Agent as to such Facilities, other than with respect 87 NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the Retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. The Lenders agree to use commercially reasonable efforts and act in good faith to appoint a Successor Agent. If within 45 days after written notice is given of the retiring Retiring Agent’s 's resignation or removal under this Section 7.06 no successor to such Retiring Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Appointing Lenders shall thereafter perform all duties of the retiring Retiring Agent under the Loan Documents with respect to the relevant Facility until such time, if any, as the Required Appointing Lenders appoint a successor to such Retiring Agent as provided above. After any retiring Retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right (with consultation with the Borrower) to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s Agents giving of notice of resignation or the Required Lenders’ Lenders removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, (with consultation with the Borrower) appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required LendersBorrower; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and Letter of Second Amended and Restated Xxxxxxx Credit Agreement Credit Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Ship Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Monitoring Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereofthereof (other than obligations resulting from its gross negligence or willful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Monitoring Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s 's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which the Agent has resigned or been removed, which provided that the appointment of any such successor Agent shall be approved by subject to the Borrower, such approval consent of the Borrower (which shall not to be unreasonably withheld withheld) so long as no Default or delayedEvent of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection all of the Liens granted or purported to be granted by the Pledge AgreementFacilities, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s Agent as to such Facilities as to which such appointment is made, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 7.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted payments by the Borrower in respect of such appointmentFacilities, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.. -82- 88

Successor Agents. Any (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it (or its Affiliate) has also been replaced as Collateral Agent an Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Agent appointment shall, provided that no Default or Event of Default shall have occurred and be approved by continuing, be subject to the consent of the Borrower, such approval consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required LendersXxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Administrative Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge this Agreement, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 7.06 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Administrative Agent’s resignation or removal shall become effective, (bii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until 104 such time, if any, as the Required Lenders Xxxxxxx appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent shall have become effective, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Lxxxxxx and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agentright, which successor Agent shall be approved by with the Borrower, consent (provided 125 no Event of Default or Default has occurred and is continuing) of the Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, Borrower (such approval consent not to be unreasonably withheld or delayed), and appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementsuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If within 45 days after written notice is given of After the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectivehereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this acting as an Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. Any Each of the Administrative Agent and Collateral Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, which the retiring Agent may notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (a) the retiring Agent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, discharged from its duties and shall be a commercial bank organized obligations as Agent hereunder and under the laws of other Credit Documents and (b) any payments, communications and determinations provided to be made by, to or through the United States Agent shall instead be made by or of any State thereof and having to each Lender directly, until such time as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Notwithstanding anything to the contrary contained herein, if at any time the Required Lenders determine that the Person serving as the Administrative Agent and/or the Collateral Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, by notice to the Borrower and such Person, remove such Person as the Administrative Agent and/or the Collateral Agent, as applicable, and, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, appoint a successor Administrative Agent and/or Collateral Agent hereunder, as applicable, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (a) the date a replacement Administrative Agent and/or a replacement Collateral Agent, as applicable, is appointed and (b) the date that is 30 days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent and/or a replacement Collateral Agent, as applicable, has been appointed). Upon the appointment of a successor Administrative Agent pursuant to this AgreementSection 12.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other party party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive.

Successor Agents. Any (a) The Administrative Agent may resign at any time by giving written as Administrative Agent upon ten days’ notice thereof to the Lenders, the Issuing Lenders and the Borrower Borrower. If the Person serving as Administrative Agent and may be removed at any time with Collateral Agent is a Defaulting Lender or without cause by an Affiliate of a Defaulting Lender, either the Required Lenders; providedLenders or the Borrower may, howeverupon ten days’ notice, that any removal of remove the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all of its obligations in respect thereofAgent. Upon receipt of any such notice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successor AgentAdministrative Agent and Collateral Agent (which shall be a commercial bank or trust company with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000) with the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.1(a) or Section 8.1(f) (with respect to the Borrower), which successor Agent consent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after following the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent and Collateral Agent, then (a) in the retiring case of any resignation, the resigning Administrative Agent mayand Collateral Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor AgentAdministrative Agent and Collateral Agent meeting the qualifications set forth above (including, which shall be approved by for the Borroweravoidance of doubt, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws consent of the United States Borrower to the extent required above) or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, (b) in the case of a successor Collateral Agentremoval, upon the execution and filing or recording of such financing statementsBorrower may, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as after consulting with the Required Lenders may requestLenders, in order to continue appoint a successor Administrative Agent and Collateral Agent meeting the perfection of the Liens granted qualifications set forth above. Whether or purported to be granted by the Pledge Agreementnot a successor has been appointed, such successor Agent resignation or removal shall succeed to and become vested effective in accordance with all the rightssuch notice on such effective date, powers, discretion, privileges and duties of where (i) the retiring Agent, or removed Administrative Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents. If within 45 days after written notice is given of , the retiring Agent’s resignation or removal under this Section 7.06 no successor removed Administrative Agent shall have been appointed continue to hold such collateral security until such time as a successor Administrative Agent and shall have accepted such appointment, Collateral Agent is appointed) and (ii) except for any indemnity payments or other amounts then on such 45th day (a) owed to the retiring or removed Administrative Agent or Collateral Agent’s resignation , all payments, communications and determinations provided to be made by, to or removal shall become effective, (b) through the retiring Administrative Agent or Collateral Agent shall thereupon instead be discharged from its duties made by or to each Lender and obligations under Issuing Lender directly (and each Lender and each Issuing Lender will cooperate with the Loan Documents and (c) Borrower to enable the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents Borrower to take such actions), until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent and Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent and Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the retiring or removed Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (other than its obligations under Section 10.14 hereof). The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed among the Borrower and such successor. After any retiring an Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Agent shall have become effectiveand under the other Loan Documents, the provisions of this Article VII Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent and Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Administrative Agent and Collateral 152 Agent was acting as Administrative Agent under this Agreementand Collateral Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent or Collateral Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it or its Affiliate has also been replaced as Collateral Agent and released discharged from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent; provided, which however, if the successor Agent is not a Qualifying Icahn Entity, such appointment shall be approved by subject to the prior written consent of the Borrower, such approval not to be unreasonably withheld or delayed. so long as no Event of Default is then in existence If no successor Agent shall have been so appointed by the Required LendersLenders (or, if the successor Agent is not a Qualifying Icahn Entity and no Event of Default is then in existence, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required LendersBorrower; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent including as Trustee under the Master Vessel Trust Agreement and Letter of Credit Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Ship Mortgages and the Master Vessel Trust Agreement, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. The institution acting as Collateral Agent shall always also act as Trustee under the Master Vessel Trust Agreement.

Successor Agents. Any An Agent may resign at any time by giving at least thirty (30) days' prior written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal all of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofLenders other than the Lender being removed. Upon any such resignation or removal, all of the Required Lenders (other than any Lender that has been removed as an Agent) and the Borrowers, if not then in material Default, shall have the right to appoint a successor Agent. If an Agent is being removed, which the notice of removal shall include the designation of a successor Agent shall be approved by the Borrower, such approval other Lenders and by the Borrowers if the Borrowers are not to be unreasonably withheld or delayedthen in material Default. If an Agent shall have given notice of its resignation and within thirty (30) days after the giving of such notice no successor Agent shall have been so appointed by the Required Lenders, other Lenders and the Borrowers (or solely by the other Lenders if the Borrowers are then in material Default) and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of both the Lenders, Lenders and the Borrowers appoint a successor Agent to such Agent, which 's capacity. In no event shall the term of any Agent end until the successor Agent has been appointed and shall have accepted such appointment. Any successor Agent shall be approved by one of the Borrower, such approval not be unreasonably withheld Lenders or delayed, and shall be a commercial bank financial institution organized under the laws Laws of the United States U.S. (or of any State thereof and thereof) or a U.S. branch or agency of a commercial banking institution, in either case having a combined capital and surplus of at least five hundred million dollars ($250,000,000500,000,000) or being a wholly owned subsidiary of a financial institution that on a consolidated basis has combined capital and surplus of at least five hundred million dollars ($500,000,000). Upon the successor Agent's acceptance of any appointment as an Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementhereunder, such successor Agent shall be entitled to receive from the retiring or removed Agent such documents of transfer and assignment as such successor Agent reasonably may request, and thereupon shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effectivean Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders, the Issuing Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agentright, with the consent (provided no Event of Default or event which successor Agent shall be approved by upon notice or lapse of time or both would constitute an Event of Default has occurred or is continuing) of the Borrower, Borrower (such approval consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Administrative Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Administrative Agent may, in consultation with the Borrower, on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent, Administrative Agent which shall be approved by the Borrowera bank institution with an office in New York, such approval not be unreasonably withheld New York, or delayed, and shall be a commercial bank organized under the laws of the United States or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementsuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrower to a successor Administrative 122 Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If within 45 days after written notice is given of After the retiring Administrative Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectivehereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreementacting as an Administrative Agent.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent as to such of the Facilities as to which successor such Agent shall be approved by the Borrower, such approval not to be unreasonably withheld has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in as to all of the case of a successor Collateral Agent, Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as 134 Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrower, and any Agent (other than ReStore in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the first proviso of the definition of “Required Lenders” requiring the inclusion of at least two (2) non-Affiliate Lenders); provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by with the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required LendersXxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required LendersXxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by with the Borrower, consent of the Borrower (such approval consent not to be unreasonably withheld or delayed), appoint a successor Agent; provided that, if, such retiring Administrative Agent is unable to find an institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall be a commercial bank organized under nevertheless thereupon become effective and the laws Required Xxxxxxx shall assume and perform all of the United States or duties of any State thereof and having the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least $250,000,000successor as provided for above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Xxxxxxxxxx Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by subject, so long as no Default has occurred and is continuing, to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by subject, so long as no Default has occurred and is continuing, to the consent of the Borrower, such approval consent not to be unreasonably withheld or delayedwithheld, and which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s 's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s 's resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s 's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time by giving at least sixty days’ written notice thereof to the Lenders Lenders, the Facility Agents, the NZ Manager and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereofBorrower. Upon any such resignation or removalresignation, the Required Lenders Majority Facility Agents shall have the right to appoint a successor Administrative Agent or Collateral Agent, which successor Agent shall be as the case may be, approved by the Borrower, such Borrower (which approval will not to be unreasonably withheld or delayeddelayed and shall not be required if a Termination Event shall have occurred and be continuing). If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required LendersMajority Facility Agents, and shall have accepted such appointment, within 30 sixty days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, which shall be as the case may be, which, if such successor is not a Facility Agent or an Affiliate of a Facility Agent, is approved by the Borrower, such Borrower (which approval will not be unreasonably withheld or delayeddelayed and shall not be required if a Termination Event shall have occurred and be continuing), and which successor Administrative Agent or Collateral Agent shall be (a) either (i) a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Rabobank and (b) experienced in the types of transactions contemplated by this Agreement. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreementsuccessor, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the Loan Transaction Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveAgent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the Transaction Documents.

Successor Agents. Any The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Administrative Agent and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent Agent, and, in the case of a successor Collateral Administrative Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, Assignments of Leases and other Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementCollateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ai) the retiring Agent’s resignation or removal shall become effective, (bii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (ciii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal Each of the Administrative Agent will not be effective until it has also been replaced as and Collateral Agent and released from all may at any time give notice of its obligations in respect thereofresignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right right, subject to appoint a successor Agent, which successor Agent shall be approved by the Borrower, such approval consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor AgentAgent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, discharged from its duties and shall be a commercial bank organized obligations hereunder and under the laws other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the United States Lenders or of any State thereof Issuing Banks under and having Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a combined capital successor Agent is appointed) and surplus of at least $250,000,000(b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge AgreementSecurity Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given of After the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effectiveother Credit Documents, the provisions of this Article VII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under this Agreementthe other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Any Co-Administrative Agent, the Paying Agent or the Technical Agent (i) may resign at any time by giving written notice thereof to as Co-Administrative Agent, Paying Agent or Technical Agent, as the Lenders and the Borrower and case may be removed at any time with be, or without cause (ii) shall resign if such resignation is requested by the Required Lenders; providedLenders (if the Co-Administrative Agent, howeverthe Paying Agent or the Technical Agent is a Lender, that any removal of the such Co-Administrative Agent will not Agent’s, Paying Agent’s or Technical Agent’s Loans and its Commitment shall be effective until it has also been replaced as Collateral Agent and released from all of its obligations considered in respect thereof. Upon any such resignation or removal, determining whether the Required Lenders shall have requested such resignation) or required by Section 5.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days’ prior written notice to the right to appoint a successor Borrower. If any Co-Administrative Agent, which successor Paying Agent or Technical Agent shall be approved by the Borrower, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agentresign under this Agreement, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Pledge Agreement, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day either (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties appoint from among the Lenders a successor to such Co-Administrative Agent, such Paying Agent, or such Technical Agent for the Lenders, subject to the consent of such Lender being so appointed and so long as no Event of Default or Potential Default shall have occurred and be continuing, subject to the approval of the retiring Borrower (such approval by the Borrower not to be unreasonably withheld) or (b) if a successor Co-Administrative Agent, Paying Agent under or Technical Agent shall not be so appointed and approved within the Loan Documents thirty (30) day period following a Co-Administrative Agent’s, Paying Agent’s or Technical Agent’s notice to the Lenders of its resignation, then the resigning Co-Administrative Agent, the resigning Paying Agent or the resigning Technical Agent, as the case may be, shall appoint a successor Co-Administrative Agent, Paying Agent or Technical Agent, subject to the approval of such proposed successor and so long as no Event of Default or Potential Default shall have occurred and be continuing, subject to the approval of the Borrower (such approval by the Borrower not to be unreasonably withheld), who shall serve as a Co-Administrative Agent, Paying Agent or Technical Agent, as the case may be, until such time, if any, time as the Required Lenders appoint a successor Agent and so long as provided above. After any retiring Agent’s resignation no Event of Default or removal hereunder as Agent Potential Default shall have become effectiveoccurred and be continuing, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.Borrower